C150363 Feasibilty Study - Laserfiche WebLink

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ARTICLE 7 LIMITED PARTNERS 7.01. Status of Limited Partners. The Limited Partners shall have no authority to cond act or control the Partnership business except as expressly provided herein, and shall have no a ithority to bind the Partnership in any way. No Limited Partner shall take part in or interfere in ar y manner with the conduct or control of the Partnership. of atI 7.02 Return of Capital. No Limited Partner shall have the right to demand the return capital contribution. ARTICLE 8 ASSIGNMENT, TRANSFER OR SALE OF PARTNERSHIP UNITS 8.01 General Restrictions. Each of the Partners agrees not to sell, give, transfer, assign or otherwise dispose of all, or any portion, of such Partner's Partnership Units in the Pai ti ership, whether now owned or hereafter acquired, except in accordance with the terms of this kgreement. Each of the Partners further agrees not to pledge, hypothecate, or otherwise setae any type of debt or obligation with all, or any portion, of its Partnership Units in the Part ership, whether such debt is incurred voluntarily or involuntarily. 8.02 Void Transfer. Any attempted transfer or encumbrance by a Partner of the Part ership Units owned (or hereafter acquired) by such Partner, which is not in compliance with the rms of this Agreement, shall be void and shall not be reflected on the records of the 8.03 Permitted Transfer. Subject to the provisions below, a Limited Partner may er Limited Partnership Units in the Partnership if such transfer is in accordance with one or of the following provisions: (i) A Limited Partner may transfer all or a portion of Limited Partnership Units in the Lnership with the written consent of the General Partner; or (ii) if a Limited Partner receives a bona fide offer fiom an independent third party to purchase all (but not less than all) of the Limited Partnership Units owned by such person (the "Trai Lsferring Partner "), the Transferring Partner shall give written notice to the General Partner, whidi notice shall set forth the identity of the prospective transferee and the price and terms of the c ffer received by the Transferring Partner. Upon receipt of such notice, the Partnership shall have the option to purchase all (but not less than all) of the Limited Partnership Units owned by the I ransferring Partner at the price and upon the terms which were offered to-the Transferring Partr er by such third party. To exercise such option, the Partnership shall give written notice to the J ransferring Partner of the intention to exercise its option, which notice shall be given within thin (30) days after the Partnership's receipt of notice from the Transferring Partner. In the even the Partnership exercises its option, the parties shall complete the purchase and sale of such Unit in accordance with the terms of the offer received by the Transferring Partner. If the